TO THE MEMBERS
Your Directors are pleased to present 6th Annual Report on the business andoperations of your Company and the audited financial statement for the period ended 31stMarch 2021 and Auditor's report thereon.
OPERATIONAL AND FINANCIAL RESULT
The Financial Result of the Company's for the period from 1st April 2020 to 31stMarch 2021 are as under:
| || ||(Rs. in Lacs) |
|Particulars ||Current Year ||Previous Year |
|Revenue from operation ||637.18 ||1447.79 |
|Other income ||8.93 ||48.83 |
|Financial Cost ||60.68 ||107.43 |
|Depreciation and amortization expenses ||81.19 ||62.39 |
|Profit/Loss before exceptional and extraordinary items and tax ||15.68 ||15.85 |
|Exceptional Items ||0 ||0 |
|Profit/Loss before extraordinary items and tax ||15.68 ||15.85 |
|Extraordinary Items ||0 ||0 |
|Profit/Loss before tax ||15.68 ||15.85 |
|Tax Expenses : || || |
|1. Current Tax ||2.44 ||2.47 |
|2. Deferred Tax ||(13.39) ||(29.46) |
|Profit /Loss from the period from continuing operations ||(0.15) ||(16.09) |
|Profit / Loss for the Period ||(0.15) ||(16.09) |
During the year under review the Company's performance from the date of 01.04.2020 to31.03.2021 recorded as Net Sales of the Company Rs. 637.18 Lacs as against net sale of Rs.1447.79 Lacs of previous year. The Company achieved the Net loss of Rs. (0.15) thousand asagainst net loss of Rs. (16.09) Lacs of previous year.
Management of the Company is committed to the growth and hopes to improve theperformance in coming years.
CHANGE IN NATURE OF BUSINESS IF ANY
During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.
During the year under review Your Directors are still constrained not to recommend anydividend for the financial year ended March 31 2021 keeping in view the need of funds forexpansion and working capital.
TRANSFER TO RESERVE
The Company does not propose to transfer any amount to reserves.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Structure of the Board of Directors and Key Managerial Personnel
The Board of Directors of the Company is formed in terms of the provisions of theCompanies Act 2013 and consist the following:
|Sr. No. ||Directors & Key Managerial Personnel ||Designation |
|1. ||Shri Suresh Upadhyay ||Managing Director |
|2. ||Shri Abhishek Upadhyay ||Director |
|3. ||Ms. Asha Upadhyay ||Director |
|4. ||Ms. Rachna Upadhyaya ||Director |
|5. ||Shri Vishal Jain ||Independent Director |
|6. ||Mrs. Chanchal Nuwal ||Independent Director |
|7. ||Shri Abhinav Upadhyay ||Chief Financial Officer |
|8. ||Ms. Swati Maheshwari ||Company Secretary & |
| || ||Compliance Officer |
During the year under review:-
1. Mr. Ashok Kumar who was appointed as Additional Independent director of the companyw.e.f. 16.12.2019 has resigned from directorship w.e.f. 03.07.2020.
2. Mr. Abhishek Upadhyay has resigned from directorship w.e.f. 03.07.2020.
3. Mr. Vishal Jain who was appointed as Additional Independent director of the companyw.e.f. 03.07.2020 and appointed as Independent Director of the Company for a Five Yearw.e.f. 30.12.2020.
4. Mrs. Chanchal Nuwal who was appointed as Additional Independent director of thecompany w.e.f. 03.07.2020 and appointed as Independent Director of the Company for a FiveYear w.e.f. 30.12.2020.
5. Mr. Abhishek Upadhyay who was appointed as Additional Director of the company w.e.f.11.11.2020 and appointed as Director of the Company for a Five Year w.e.f. 30.12.2020.
(b) Retirement by Rotation
In accordance with the provisions of the Act Ms. Asha Upadhyay (DIN:07396269)Director of the Company retire by rotation at the ensuing Annual General Meeting and beingeligible offers herself for reappointment.
COMPOSITION OF BOARD
As on the date of this report the Board comprises following Directors;
|Name of Director ||Designation ||Date of appointment ||Total Director ship ||In which Director is Member ||No. of Committee In which Director is Chairman || |
No. of Shares held as on March 31 2020
|Mr.Suresh Upadhyay ||Managing Director ||29.09 .2018 ||2 ||1 ||- || |
|Mr.Abhishek Upadhyay ||Director ||30.12 .2020 ||1 ||- ||- || |
|Ms.Asha Upadhyay ||Non Executive Director ||26.04 .2016 ||1 ||1 ||- || |
|Ms. Rachna Upadhyay ||Director ||29.09 .2017 ||1 ||- ||- || |
|Mr. Vishal Jain ||Independent Director ||30.12 .2020 ||1 ||1 ||2 || |
|Ms. Chanchal Nuwal ||Independent Director ||30.12 .2020 ||1 ||2 ||1 || |
In pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is exempted from requirement of havingcomposition of Board as per Listing Regulations. However the composition of Board complieswith the requirements of the Companies Act 2013.
Regular meetings of the Board are held at least once in a quarter. The Board of theCompany regularly meets to discuss various Business opportunities. Additional BoardMeetings are convened as and when required to discuss and decide on various businesspolicies strategies and other businesses.
During the year under review the Board of Directors of the Company met 4 (Four) timeson July 03 2020 August 18 2020 November 11 2020 and February 03 2021 to discuss andapprove various matters.
The details of attendance of each Director at the Board Meeting below;
|Name of Director ||Mr. Suresh Upadhyay ||Mr. Abhishek Upadhyay ||Ms. Asha Upadhyay ||Ms. Rachna Upadhyaya ||Ms. Chanchal Nuwal ||Mr. Vishal Jain ||Mr. Ashok Kumar |
|No. of Board Meeting held ||4 ||4 ||4 ||4 ||4 ||4 ||4 |
|No. of Board Meeting attended ||4 ||0 ||4 ||4 ||3 ||3 ||1 |
The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.
COMMITTEE OF BOARD
Board of Directors in line with the requirements of the Act has formed variouscommittees details of which are given hereunder.
A. AUDIT COMMITTEE
The Company has formed audit committee in line with the provision Section 177 of theCompanies Act 2013. Audit Committee is generally held for the purpose of recommending thehalf yearly and yearly financial results. Additional meeting is held for the purpose ofreviewing the specific item included in terms of reference of Committee. During the yearunder review Audit Committee met 4 (Four) times on July 03 2020 August 18 2020 November11 20120 and February 03 2021.
The Composition of the Committee and the details of meeting attended by its members aregiven below
|Name ||Designation || |
Number of meeting during the financial year 2020-2021
| || ||Held ||Attended |
|Ms. Chanchal Nuwal ||Chairman ||4 ||3 |
|(appointedas 03.07.2020) || || || |
|Mr.SureshUpadhyay ||Member ||4 ||4 |
|Mr. Vishal Jain (appointed as 03.07.2020) ||Member ||4 ||3 |
|Mr. Ashok Kumar ||Chairman ||4 ||1 |
B STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Company has constituted Stakeholder's Relationship Committee mainly to focus on theredressal of shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Shares Certificates; Non receipt of Annual Report; etc.
The Composition of the Committee and the details of meeting attended by its members aregiven below:
|Name ||Designation ||Number of meeting during the financial year 2020-2021 (*) |
| || || |
| || ||Held ||Attended |
|Mr. Vishal Jain (appointed as 03.07.2020) ||Chairman ||- ||- |
|Ms. Asha Upadhyay ||Member ||- ||- |
|Ms. Chanchal Nuwal (appointed as 03.07.2020) ||Member ||- ||- |
|Mr. Ashok Kumar ||Member ||- ||- |
(*) During the year the Company had not received any complaints from the Shareholdersso no meeting was held by the Stakeholder's Relationship Committee.
C NOMINATION & REMUNERATION COMMITTEE
The Company has formed Nomination and Remuneration Committee in line with theprovisions of Section 178 of the Companies Act 2013. Nomination and RemunerationCommittee meeting are generally held for identifying the persons who are qualified tobecome Directors and may be appointed in senior management and recommending theirappointments and removals.
During the year under review Nomination and Remuneration Committee met 1 (One) time onJuly 03 2020.
|Name ||Designation ||Number of meeting during the financial year 2020-2021 (*) |
| || || |
| || ||Held ||Attended |
|Mr. Vishal Jain (appoint as 03.07.2020) ||Chairman ||1 ||0 |
|Ms. Asha Upadhyay ||Member ||1 ||1 |
|Ms. Chanchal Nuwal (appoint as 03.07.2020) ||Member ||1 ||0 |
|Mr. Ashok Kumar ||Chairman ||1 ||1 |
REMUNERATION OF DIRECTORS
The details of remuneration paid during the financial year 2020-2021 to Directors ofthe Company is provided in Form MGT 9 which is the part of this report.
At the 1st Annual General Meeting held on December 30th 2016the members had appointed M/s Nenawati & Associates Chartered Accountants Udaipur asthe statutory auditors of the Company for a period of 5 years upto the conclusion of 6thAnnual General Meeting subject to ratifying the said appointment at every AGM. TheCompany has received a confirmation from M/s Nenawati & Associates CharteredAccountants Udaipur to the effect that their appointment if made at the ensuing AGMwould be in terms of Sections 139 and 141 of the Companies Act 2013 and rules made thereunder. The board proposes to the members to ratify the said appointment of M/s Nenawati& Associates Chartered Accountants.
The observations made in the Auditor's report read together with the relevant notesthereon are self-explanatory and hence do not call for any further comments under section134 of the Companies Act2013.
The Board of Directors has appointed M/s. P. Talesara & Associates CompanySecretaries in Whole Time Practice to conduct Secretarial Audit under the provisions ofSection 204 of the Companies Act 2013. Secretarial Audit Report as provided by M/s. P.Talesara & Associates Company Secretaries in Whole Time Practice is annexed to thisReport as Annexure D.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS
There was no qualifications reservations or adverse remarks made by the StatutoryAuditors and the Practicing Company Secretary in their respective reports.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Directors of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence as laid down in Section 149(6).
LOAN GUARANTEES OR INVESTMENT
The Company has neither given any Loan under Section 186 of the Companies Act 2013nor has given any Guarantee and also not made any Investments falling within the perviewof Section 186 of the Companies Act 2013 during the Financial Year.
The Company has not accepted or renewed any fixed deposits during the year underreview.
RELATED PARTY TRANSACTIONS
All the transactions with related parties have been entered on arm's length basis andin the ordinary course of the business. The Company has complied with all the applicableprovisions of the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 in this regards. There is no materially significant related partytransactions with Promoters Directors Key Managerial Personnel or other persons whichmay have a potential conflict with the interest of the Company at large.During the yearthe Company has not entered into any related party transactions under the section 188 ofthe Companies Act 2013. There were no related party transaction during the year underreview except in the ordinary course of business and at the Arm's length basis. Form AOC-2as prescribed under section 134(3)(h) of the Companies Act 2013 is enclosed as AnnexureA'.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A Statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with the Rule 8(3) of the Companies (Accounts)Rules 2014 is enclosed as Annexure B'.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return (MGT 9) of the Company is annexed herewith as AnnexureC' to this Report.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred between the end of financial year ofthe company and the date of this report affecting the financial position of the Company asat March 31 2021.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuance of section 177 (9) of the Companies Act2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has in place aVigil Mechanism/Whistle Blower Policy for Directors and employees to report genuineConcern.
The Company has devised proper system to identify the risks involved in the business ofthe company. There is system to mitigate the risk involved in the business of the companyusing the internal controls of the company and necessary steps to reduce the risk factorsinvolved in the business of the company were taken from time to time.
DETAILS OF SUBSIDIARY ASSOCIATE COMPANY
The Company does not have any subsidiary joint venture & associate company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.'
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 the Board of Directors of the Companyhereby state and confirms that:
(a) In the preparation of the Annual Accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
(b) They have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) They have prepared the Annual Accounts on a going concern basis;
(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DISCLOSURES UNDER SEXUAL HARASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual harassment Policy in line with therequirements of Sexual Harassment of Women at Workplace (Prevention Prohibition &
Redressal) Act 2013.The Company has set up an Internal Complaints Committee to redresscomplaints received regarding sexual harassment. No Complaints were received during theyear under review.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TOFINANCIAL STATEMENTS
The Company is having adequate Internal Financial Control with reference to theFinancial Statements.
Directors wish to express their grateful appreciation for assistance and co-operationreceived from various Departments during the year under review. Your Directors also wishto place on record their appreciation for the committed services of all the associatesvendors of the Company.
| ||For and on Behalf of the Board of Directors |
| ||Sd/- ||Sd/- |
|Place: Udaipur ||Rachna Upadhyaya ||Suresh Upadhyay |
|Date: 12.08.2021 ||Director ||Managing Director |
| ||(DIN: 07617468) ||(DIN: 01858367) |